Terms of appointment of Independent Director

Prolife Industries Limited


Pursuant to the provisions of Section 149, 150 and 152 of the Companies Act, 2013 (“Act”), the terms and conditions for the appointment of Independent Directors are as follows:

The  terms   of  your   appointment,  as  set  out  in  this  letter,   are  subject  to  the  extent provisions of the  applicable laws,  including the  Act and  the  SEBI (Listing  Obligations and   Disclosure Requirements)  Regulations, 2015  and   Articles   of  Association  of  the Company.

  1. Appointment

The appointment will be for the period mentioned against their   respective names (“Term”). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the 2013 Act.

The word “term” should be construed as defined under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)   Regulations, 2015.   The Company  has   adopted  the   provisions  with   respect   to  appointment  and   term   of Independent  Directors, which   is  in  consistent  with   the  Act  and   the  SEBI (Listing Obligations and  Disclosure Requirements) Regulations, 2015. Re-appointment for  the second term  shall  be  based  on  recommendation of the  Nomination & Remuneration Committee  and   subject   to  approval  of  the   Board   and   the  shareholders.  Your re- appointment would be considered by   the   Board,   based   on   the   outcome of the performance evaluation process and continuing to meet independence criteria.

  1. Committees

The Board  of Directors (the Board)  may,  if it deems fit, invite  you  for being  appointed on one or more  existing  Board  Committees or any such  Committee that  is set up  in the future.  Your appointment on such   Committee(s) will be subject   to the applicable regulations.

  1. Time Commitment

As a Non-Executive Director you are expected to bring  objectivity and independence of view to the Board’s discussions and  to help  provide the Board with  effective  leadership in relation to the  Company’s strategy, performance, and  risk  management as well  as ensuring high  standards of  financial probity  and  corporate  governance. The  Board meets  at least four  times  in a year.  The Audit Committee also meets  at least  four  times in a year.  Besides,  there  is other  Committee/s under the requirement of Company Act.

You will be expected to attend Board, Board  Committees to which  you  may  be appointed and   Shareholders  meetings  and   to  devote such   time  to  your   duties,  as appropriate for  you  to  discharge your  duties effectively.  Ordinarily, all meetings are held at registered office.

By accepting this appointment, you confirm  that  you are able to allocate  sufficient time to meet the expectations from your  role to the satisfaction of the Board.

  1. Role and Duties

Your role and  duties will be those  normally required of a Non-Executive Independent Director under  the   Companies  Act,  2013  and   the   SEBI  (Listing Obligations and Disclosure Requirements) Regulations, 2015 There  are  certain  duties prescribed for all Directors, both  Executive and  Non-Executive, which  are fiduciary in nature and  are as under:

I .You shall act in accordance with the Company’s Articles of Association.

II. You shall act in good faith  in order to promote the  objects  of the  Company for the benefit  of its members as a whole,  and in the best interest of the Company.

III. You shall discharge your  duties with due and reasonable care, skill and diligence.

IV You will abide  by the guidelines of professional conduct, role, function and  duties as an Independent Directors provided in Schedule IV of the Companies Act, 2013

V.  You  are expected  to stay updated on how best to discharge your    roles, responsibilities, and  duties and  liabilities, as an Independent Director of the Company under  applicable law,  including  keeping  abreast of  current  changes and   trends  in economic, political,  social, financial, legal and  corporate governance practices.

VI. You shall not  involve yourself in  a situation in  which  you  may  have  a direct  or indirect  interest  that   conflicts,   or  possibly  may   conflict,   with   the   interest  of  the Company.

VII. You shall not achieve or attempt to achieve  any  undue gain  or advantage either  to yourself or to your  relatives, partners or associates.

VIII. You shall not assign your  office as Director and  any assignments so made  shall be void.

IX. You will not hold office as a Director or any other office in a competing firm/entity.

  1. Additional Applicable Statutory Requirements

As a Non-Executive Director on the Board, they will be subject to all relevant provisions of the Act and  the SEBI (Listing  Obligations and  Disclosure Requirements) Regulations, 2015.

  1. Remuneration

You  will  not  be  an  employee of the  Company and  this  letter  shall  not  constitute a contract of employment. You will be paid  such  remuneration by way  of setting fees for meetings of the Board and  its Committees as may be decided by the Board from time to time.  Further, you  will  also  be  paid  remuneration by  way  of commission as  may  be approved by the Board and the Shareholders from time to time.

  1. Reimbursement of Expenses

In addition to  the  remuneration described in paragraph 5 the  Company will,  for  the period  of  your   appointment,  reimburse  you   for  travel,   hotel   and   other   incidental expenses incurred by you in the performance of your role and duties.

  1. Disclosures, other directorships and business interests

During the  Term,  they  agree  to promptly notify  the  Company of any  change in their directorships, and  provide such  other  disclosures and  information as may  be required under the applicable laws.  They also agree  that  upon becoming aware of any  potential conflict  of interest with  their  position as Independent Directors of the  Company, they shall  promptly disclose  the same  to the Chairman and  the Company Secretary. During their  Term,  they  agree  to promptly provide a declaration under Section  149(7) of the

2013  Act,  upon any  change  in  circumstances  which   may   affect  their   status as  an Independent Director.

9 Training and Development

The Company may, if required, conduct formal  training program for its Independent Directors.

The Company may,  as may  be required, support Directors to continually update their skills and  knowledge and  improve their  familiarity with  the company and  its business. The Company will fund/arrange for training on all matters which  are  common to the whole Board.

  1. Performance Appraisal / Evaluation Process

As members of the Board,  their  performance as well  as the  performance of the  entire Board  and  its Committees will be evaluated annually. Evaluation of each director shall be done  by all the other  directors. Your appointment and  re appointment on the Board shall  subject  to  the  outcome of  the  yearly   evaluation  process. However, the  actual evaluation process shall  remain confidential and  shall  be a constructive mechanism to improve the effectiveness of the Board / Committee.

Independent Professional Advice

There   may   be  occasions  when   you  consider  that   you  need   professional  advice   in furtherance of your  duties as a Director and  it will  be appropriate for you  to consult independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company’s policy.

  1. Disclosure of Interest

The Company must  include in its Annual Accounts a note of any material interest that a Director may  have  in any  transaction or  arrangement that  the  Company has  entered into.   Such   interest  should  be   disclosed  no   later   than   when    the   transaction  or arrangement comes up at a Board meeting so that  the minutes may record your  interest appropriately and  our  records are updated. A general notice  that  you  are interested in any contracts with a particular person, firm or company is acceptable.

  1. Code of Conduct

As Independent Directors of the Company, they agree to comply with the Code of Conduct for Non-Executive Directors (NEDs).

Unless  specifically authorized  by the  Company, they  shall  not  disclose  company and business information to  constituencies such  as  the  media, the  financial community, employees, shareholders, agents,  franchisees, dealers, distributors and importers.

Their    obligation   of   confidentiality   shall    survive   cessation   of   their    respective directorships with the Company.

The provisions of both,  Securities and  Exchange Board  of India  (Prohibition of Insider Trading) Regulations, 2015 and  the Code  of Conduct on Prevention of Insider Trading, prohibiting  disclosure or  use  of  unpublished price  sensitive information, would  be applicable to the Independent Directors.

Additionally, they shall not participate in any business activity  which  might  impede the application of their independent judgment in the best interest of the Company.

All Directors are required to sign a confirmation of acceptance of the Code of Conduct for NEDs as adopted by the Board on annual basis.


a. You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice on the Board.

b. Continuation of your appointment is contingent on your  getting re-elected by  the shareholders in accordance with  provisions of Companies Act, 2013 and  the Articles  of Association of the  Company, from  time  to  time  in  force.  You will not  be  entitled to compensation if the shareholders do not re-elect you at any time.

c. Your appointment may also be terminated in accordance with the  provisions of the Articles  of Association of the Company from time to time in force.